Exhibit (h)(29)
ADMINISTRATION AGREEMENT
BLACKROCK FUNDS III
(FORMERLY BARCLAYS GLOBAL INVESTORS FUNDS)
________, 2010
BlackRock Institutional Trust Company, N.A.
00 Xxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Ladies and Gentlemen:
This Administration Agreement is made as of the above date between BlackRock
Funds III (formerly Barclays Global Investors Funds) (the "Trust"), on behalf
of its series listed in the attached Appendix A, as such Appendix may be
amended from time to time (collectively, the "Funds"), and BlackRock
Institutional Trust Company, N.A. (formerly Barclays Global Investors, N.A.)
("BTC"). Absent written notification to the contrary by either the Trust or
BTC, each new "lifepath" fund of the Trust established in the future shall
automatically become a "Fund" for all purposes hereunder and shall be added to
Appendix A with the Administration Fee specified for the Fund in the Trust's
then effective registration statement filed under the Investment Company Act of
1940, as amended (the "Act"), and the Securities Act of 1933, as amended (the
"Registration Statement").
The parties agree as follows:
1. Trust. The Trust is a registered open-end, management investment company.
The Trust engages in the business of investing and reinvesting the assets of
each Fund in the manner and in accordance with the applicable investment
objective, policies and restrictions specified in the Trust's currently
effective prospectuses and statements of additional information incorporated
therein relating to the Funds and the Trust (such prospectuses and such
statements of additional information being collectively referred to as the
"Prospectuses") included in the Registration Statement, as amended from time to
time. The Funds are feeder funds that invest all of their assets in
corresponding master portfolios of other registered investment companies (each
a "Master Trust") and, accordingly, the Trust has not engaged an adviser to
manage the investing and reinvesting of the assets of such Funds.
2. Administrator. The Trust is engaging BTC to provide, or cause to be
provided, the administrative services specified elsewhere in this Agreement,
subject to the overall supervision of the Trust's Board of Trustees.
3. Administrative Services. BTC agrees, at its expense (a) to supervise the
administrative operations and undertake to provide, or cause to be provided,
the services described on Appendix B, as such Appendix may be amended from time
to time by the mutual consent of the parties (the provision of, and liability
for, certain of such services to be allocated
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on such Appendix) in connection with the operations of the Trust and the Funds,
including without limitation those functions that the Trust has authorized BTC,
as its Administrator, to perform pursuant to the Funds' Shareholder Servicing
Plan with respect to the Funds; (b) to take all reasonable action in the
performance of its obligations under this Agreement to assure that the
necessary information is made available to other service providers, as such may
be required by the Trust from time to time; and (c) to provide all other
administrative services reasonably necessary for the operation of the Funds,
other than those services that are to be provided by the Trust's transfer and
dividend disbursing agent and custodian.
4. Expenses Borne by Administrator. Except as otherwise provided in this
Agreement, BTC agrees to bear all costs of the operations of each Fund,
including but not limited to governmental fees; interest charges; fees and
expenses of its legal counsel (other than as set forth below) and its transfer
agent and dividend disbursing agent; fees paid to shareholder servicing,
shareholder servicing and processing, and other special purpose agents;
expenses of preparing and printing any stock certificates, prospectuses,
statements of additional information, shareholders' reports, notices, proxy
statements and reports to regulatory agencies; office supplies; premiums for
fidelity bonds and errors and omissions and/or officers and trustees liability
insurance; trade association membership dues; pricing services, if any; fees
and expenses of any custodian and fund accountant, including those for keeping
books and accounts and calculating the net asset value per share in the Funds;
expenses of shareholders' meetings; expenses relating to the issuance,
registration, qualification and redemption of shares of the Funds; and
organizational expenses. Notwithstanding anything to the contrary in this
Agreement (but subject to the proviso to the first sentence of paragraph 5
below), BTC shall not be required to bear (a) any portion of brokerage or other
expenses connected with the execution of portfolio securities transactions for
a Master Trust, (b) fees payable to the investment adviser under its advisory
contract with a Master Trust, (c) distribution or service fees payable as a
result of any distribution and service plan adopted by the Board of Trustees
pursuant to Rule 00x-0 xxxxx xxx 0000 Xxx, (x) each Fund's pro rata portion of
the compensation of the Trustees who are not "interested persons" (as defined
in the Act) of the Trust ("Independent Trustees"), (e) travel expenses of the
Independent Trustees in connection with their attendance at Board and other
meetings relating to the Trust, (f) fees and expenses of legal counsel for the
Independent Trustees, (g) fees and expenses of the Fund's independent auditors,
(h) litigation expenses (including counsel fees and expenses in connection with
litigation), (i) taxes (including income, excise, transfer and withholding
taxes), or (j) any other cost or expense that a majority of the Independent
Trustees deems to be an extraordinary expense.
5. Administration Fees. In consideration of the administration services to
be provided by BTC under this Agreement, the Trust shall pay BTC a monthly fee
on behalf of each Fund on the first business day of each month at the
applicable annual rates specified as a percentage of daily net assets on
Appendix A attached to this Agreement, provided that the amount of the fee
payable on behalf of such Fund shall be reduced by an amount equal to the
amounts payable by such Fund for expenses described in paragraph 4(d), (e),
(f) and (g) above. If the fees payable to BTC under this paragraph begin to
accrue after the beginning of any month or if this Agreement terminates before
the end of any month, the fee for the period from the effective date to the end
of the month or from the beginning of the month to the termination date,
respectively, shall be prorated according to the proportion that the period
bears to the full month in which the
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effectiveness or termination occurs. For purposes of calculating each such
monthly fee, the value of each Fund's net assets shall be computed in the
manner specified in each Fund's Prospectus, as supplemented from time to time,
for the computation of the value of the Fund's net assets in connection with
the determination of the net asset value of a Fund's shares. For purposes of
this Agreement, a "business day" is any day the Fund is open for business.
6. Standard of Care. BTC shall exercise reasonable care and shall give the
Trust the benefit of its best judgment and efforts in rendering services under
this Agreement. As an inducement to BTC's undertaking to render services
hereunder, the Trust agrees that BTC shall not be liable under this Agreement
for any mistake in judgment or in any other event whatsoever, provided that
nothing in this Agreement shall be deemed to protect or purport to protect BTC
against any liability to the Trust or its shareholders to which BTC would
otherwise be subject by reason of willful misfeasance, bad faith or negligence
in the performance of BTC's duties under this Agreement or by reason of
reckless disregard of its obligations and duties hereunder.
7. Term, etc. This Agreement shall become effective on its execution date
and shall remain in full force and effect for a period of two years or until
terminated pursuant to the provisions of this paragraph, and it may be
reapproved at least annually thereafter by the Trust's Board of Trustees,
including a majority of the Independent Trustees who are not parties to this
Agreement. This Agreement may be terminated at any time without payment of any
penalty, upon 60 days' written notice, by vote of the Board of Trustees of the
Trust or by BTC. BTC will cooperate with and assist the Trust, its agents and
any successor administrator or administrators in any substitution/conversion
process. This Agreement shall extend to and shall be binding upon the parties
hereto and their respective successors and assigns; provided, however, that
this Agreement shall not be assignable without the written consent of the other
party.
8. Non-Exclusivity. Except to the extent necessary to perform BTC's
obligations under this Agreement, nothing herein shall be deemed to limit or
restrict the right of BTC, or any affiliate or employee of BTC, to engage in
any other business or to devote time and attention to the management or other
aspects of any other business, whether of a similar or dissimilar nature, or to
render services of any kind to any other corporation, firm, individual or
association.
9. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
10. Delegation. The Trust hereby agrees and acknowledges that BTC may
delegate responsibility for any or all of the services to be provided hereunder
to [State Street Bank & Trust Company] as sub-administrator or to other service
providers, provided that BTC agrees to remain fully liable to the Trust for the
provision of any service that BTC delegates to any co-administrator or
sub-administrator.
11. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but such
counterpart shall, together, constitute only one instrument.
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If the foregoing correctly sets forth the agreement between the Trust and
BTC, please so indicate by signing and returning to the Trust the enclosed copy
hereof.
Very truly yours,
BLACKROCK FUNDS III
on behalf of the funds listed in
Appendix A
By: -----------------------------
Name:
Title:
ACCEPTED as of the date
set forth above:
BLACKROCK INSTITUTIONAL TRUST COMPANY, N.A.
By: -------------------------
Name:
Title:
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